Norman H. Leslie - Dec 21, 2023 Form 4 Insider Report for Lodging Fund REIT III, Inc. (NONE)

Role: Pres., CEO, Sec., CIO, Treas., Director
Signature: /s/ Samuel C. Montgomery, Attorney-in-Fact
Stock symbol: NONE
Transactions as of: Dec 21, 2023
Transactions value $: $324,887
Form type: 4
Date filed: 12/26/2023, 08:02 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NONE	Series GO II Limited Units	Purchase	$325K	+44.1K		$7.37^*	44.1K	Dec 21, 2023	Common Stock	44.1K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series GO II Limited Units are a class of limited partnership units of Lodging Fund REIT III OP, LP, a Delaware limited partnership ("Operating Partnership"), of which Lodging Fund REIT III, Inc., a Maryland corporation (the "Issuer") is the general partner.
F2	Following the occurrence of certain events, the Series GO II Limited Units are exchangeable by the Reporting Person for, at the election of the Issuer, shares of common stock of the Issuer on a one-for-one basis or the cash value of such shares, subject to certain pro rata limitations based on the allocated net income and capital account balance, as described in the limited partnership agreement of the Operating Partnership. Series GO II Limited Units do not have an expiration date.

Content

The Series GO II Limited Units are a class of limited partnership units of Lodging Fund REIT III OP, LP, a Delaware limited partnership ("Operating Partnership"), of which Lodging Fund REIT III, Inc., a Maryland corporation (the "Issuer") is the general partner.

Following the occurrence of certain events, the Series GO II Limited Units are exchangeable by the Reporting Person for, at the election of the Issuer, shares of common stock of the Issuer on a one-for-one basis or the cash value of such shares, subject to certain pro rata limitations based on the allocated net income and capital account balance, as described in the limited partnership agreement of the Operating Partnership. Series GO II Limited Units do not have an expiration date.